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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB Number: 3235-0101 Expires: March 31, 2017 Estimated average burden hours per response…1.0 | |||||||||||||||||
| FORM 144 | SEC USE ONLY | |||||||||||||||||
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NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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DOCUMENT SEQUENCE NO. | |||||||||||||||||
| ATTENTION: | Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. | CUSIP NUMBER | ||||||||||||||||
| 1 (a) NAME OF ISSUER (Please type or print) | (b) IRS IDENT. NO. | (c) S.E.C. FILE NO. | WORK LOCATION | |||||||||||||||
Ascendis Pharma A/S |
Not Applicable | 001-36697 | ||||||||||||||||
| 1
(d) ADDRESS OF ISSUER Tuborg Boulevard 12, DK-2900 Hellerup, Denmark |
STREET | CITY | STATE | ZIP CODE | (e) TELEPHONE NO. | |||||||||||||
| AREA CODE | NUMBER | |||||||||||||||||
| +45 | 36 94 44 86 | |||||||||||||||||
| 2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD | (b) RELATIONSHIP TO ISSUER | (c) ADDRESS STREET | CITY | STATE | ZIP CODE | |||||||||||||
Sofinnova Capital V FCPR |
10% owner | Immeuble le Centorial, 16-18 rue du 4 Septembre, 75002 Paris, France | ||||||||||||||||
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
| 3 (a) | (b) | SEC USE ONLY | (c) | (d) | (e) | (f) | (g) |
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Title of the Class of Securities To Be Sold |
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities |
Broker-Dealer File Number |
Number of Shares or Other Units To Be Sold (See instr. 3(c)) |
Aggregate Market Value (See instr. 3(d)) |
Number of Shares or Other Units Outstanding (See instr. 3(e)) |
Approximate Date of Sale (See instr. 3(f)) (MO. DAY YR.) |
Name of Each Securities Exchange (See instr. 3(g)) |
| Ordinary shares, nominal value DKK1 per share, represented by ADSs |
J.P. Morgan Securities LLC One Federal Street, 29th FL Boston, MA 02110
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496,375 (represented by 496,375 ADSs) | US$10,637,316 (1) |
24,196,826 (represented by 24,196,826 ADSs) |
As soon as practicable | The Nasdaq Stock Market | |
INSTRUCTIONS:
| 1. | (a) | Name of issuer | 3. | (a) | Title of the class of securities to be sold | |
| (b) | Issuer’s I.R.S. Identification Number | (b) | Name and address of each broker through whom the securities are intended to be sold | |||
| (c) | Issuer’s S.E.C. file number, if any | (c) | Number of shares or other units to be sold (if debt securities, give the aggregate face amount) | |||
| (d) | Issuer’s address, including zip code | (d) | Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice | |||
| (e) | Issuer’s telephone number, including area code | (e) | Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer | |||
| (f) | Approximate date on which the securities are to be sold | |||||
| 2. | (a) | Name of person for whose account the securities are to be sold | (g) | Name of each securities exchange, if any, on which the securities are intended to be sold | ||
| (b) | Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) | |||||
| (c) | Such person’s address, including zip code | |||||
Potential persons who are to respond
to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
SEC 1147 (08-07)
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
| Title
of the Class |
Date you Acquired | Nature of Acquisition Transaction | Name
of Person from Whom Acquired (If gift, also give date donor acquired) |
Amount of Securities Acquired | Date of Payment | Nature of Payment | |
| Ordinary shares, nominal value DKK1 per share (2) | February 2, 2015 (3) |
Conversion of previously owned preferred shares (5,396,988 shares) (3) Purchase of ADSs in Issuer’s initial public offering (185,186 ADSs) |
Original issuance from the Issuer |
5,582,174 |
February 2, 2015 (3) |
Conversion of preferred shares (3); cash | |
INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
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Name and Address of Seller |
Title of Securities Sold |
Date of Sale |
Amount
of Securities Sold |
Gross Proceeds |
REMARKS:
| (1) | Based on closing price of $21.43 per ADS on July 20, 2015. |
| (2) | The ordinary shares covered by this Form 144 will be deposited in exchange for ADSs prior to their sale. |
| (3) | Preferred shares were acquired in dates ranging from 2011 to 2014 for cash and in conversion of a convertible note which was acquired for cash, and were converted into ordinary shares in connection with the Issuer’s initial public offering. |
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INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. |
ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
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| July 30, 2015 | By: | /s/ Monique Saulnier |
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| DATE OF NOTICE | (SIGNATURE) | ||
| Managing partner of Management Company | |||
| DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1 |
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
| ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |
SEC 1147 (02-08)